Delaware Business Court Insider | Commentary
By Peter Flocos, Lisa Stark, Rick Giovannelli and Mark Hammes | October 31, 2018
In a landmark decision, a Delaware court has, for what is widely believed to be the first time ever, found that a material adverse effect actually occurred in an acquisition transaction, giving the buyer a right to terminate the pending transaction.
Delaware Business Court Insider | Commentary
By Edward M. McNally | October 24, 2018
The answer to the question posed in the title to this article may seem devious to you. After all, the answer must be “no” if we want anyone to serve on a corporate board of directors.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | October 17, 2018
In 2014, the Delaware Supreme Court in 'Kahn v. MFW' held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out transaction on negotiation and approval by a committee of independent and disinterested directors and the informed, uncoerced approval of a majority of the minority stockholders (dual stage approvals).
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | October 10, 2018
A pair of decisions by the Delaware Court of Chancery and the Delaware Supreme Court have clarified the time to seek an award of attorney fees for successfully defending against an alleged frivolous appeal.
Delaware Business Court Insider | Commentary
By Brian M. Lutz and Mark H. Mixon Jr. | September 26, 2018
Longstanding Delaware law not only entitles but encourages directors to rely in good faith on corporate officers and expert advisers for advice, information, and specialized expertise.
Delaware Business Court Insider | Commentary
By James H.S. Levine and Douglas D. Herrmann | September 26, 2018
Over the past 25 years, the emergence of electronic communications has dramatically altered the landscape of discovery. As new technologies develop and become more prevalent, the scope of what is considered appropriate or necessary in e-discovery continues to evolve.
Delaware Business Court Insider | Commentary
By Chaney Hall | September 19, 2018
Both the Delaware Court of Chancery and the Delaware Superior Court emphasize that discovery must proceed in a timely manner in accordance with the scheduling order entered by the court. Litigants who delay in bringing their discovery disputes before the court may find themselves without a remedy.
Delaware Business Court Insider | Commentary
By Edward M. McNally | September 12, 2018
Appraisal litigation is unique under Delaware law. In almost every instance you can think of, once an event provides a right to recover damages (such as a fire caused by negligence), what happens later is relevant to determining the amount of damages.
Delaware Business Court Insider | Commentary
By Corinne Ball | September 5, 2018
To the extent that a minority shareholder relies upon its blocking rights to obtain what might be viewed as an “unfair” advantage for itself, Basho suggests that there is potential exposure as a fiduciary.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | September 5, 2018
The purchase and sale of claims held by creditors against debtors in a bankruptcy proceeding has become a big business.
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